Terms and Conditions

Version 2026-08-07

This version applies to contracts formed by acceptance on or after its publication. Publication or display of this version does not by itself amend an existing contract; the version previously agreed with an existing customer continues to apply unless and until it is changed under Section 10.

1. Scope and Subject Matter of Contract

These General Terms and Conditions (GTC) apply to contracts between Benjamin Wagner (hereinafter "Provider") and the customer for the managed Customermates cloud service operated by the Provider, including where the Provider makes that service available through another domain or brand.

These GTC do not govern an independently operated self-hosted installation. Rights to install, run, copy, modify, or distribute the software arise solely under the applicable repository licences and any separately concluded Commercial Agreement. Unless otherwise agreed in writing, the operator of a self-hosted installation, not the Provider, contracts with that installation's users and is responsible for its own terms, privacy information, imprint, provider contracts, security, retention, and regulatory obligations.

The managed service is offered worldwide exclusively to business customers that enter into the contract for purposes of their trade, business, craft, or self-employed professional activity. This includes entrepreneurs within the meaning of § 14 BGB, legal entities under public law, and special funds under public law; it excludes consumers acting mainly outside such an activity. The Provider may request evidence of business status and may terminate the contract for cause if the customer is in fact acting as a consumer.

2. Contract Formation and Registration

The contract is formed when an authorised representative of the business customer checks the acceptance box for these GTC and the incorporated Data Processing Agreement during onboarding, submits the onboarding registration, and the Provider accepts by activating access to the managed service or otherwise confirming the registration. Creating an authentication account alone, including through social sign-in, does not conclude the contract.

The customer undertakes to provide complete and truthful information during registration. Access data must be treated confidentially and may not be passed on to third parties.

3. Scope of Services

The Provider makes the software available to the customer within the framework of the selected subscription. The software is operated on the Provider's servers or those of third parties commissioned by the Provider.

The Provider is entitled to continuously develop the software and to adapt or remove functions, provided this does not significantly impair the core functions of the software. Such changes do not constitute a defect.

The Provider owes an availability of the software of 90% on a monthly average, measured at the handover point of the data centre used by the Provider to the internet. The following do not count as unavailability: periods of announced maintenance work totalling no more than four hours per calendar month, which the Provider announces at least 48 hours in advance in text form or in the application; and periods of force majeure and of other circumstances for which the Provider is not responsible. No guarantee and no guarantee of quality within the meaning of §§ 276(1), 443 BGB is assumed hereby.

The optional connected-account features, the enterprise inbox, messaging, and calendar functions that connect the customer's own email, messaging, and calendar accounts (e.g., Gmail/Google, Microsoft/Outlook, IMAP, LinkedIn, WhatsApp, Instagram, and Telegram), are provided with the support of the third-party transport provider Unipile SAS and depend on the underlying third-party platforms operated by the respective account providers. These features may be affected by changes, restrictions, rate limits, outages, account actions, delays, or incomplete data transmission on the part of Unipile or the underlying platforms, all of which are outside the Provider's control. The availability commitment above does not extend to such upstream-dependency and third-party-platform disruptions, nor to interruptions resulting from the underlying providers' terms, policies, or technical measures.

4. Prices and Payment Terms

The remuneration is based on the respective valid price list. All prices are net plus statutory value added tax, if applicable.

Billing is done monthly in advance. Payment processing for self-service subscriptions is carried out through the external payment service provider Sold through Link, LLC (formerly Lemon Squeezy LLC) (hereinafter "Payment Service Provider"). The terms of use and payment conditions of the Payment Service Provider apply additionally.

For Enterprise subscriptions, and for customers introduced by a distribution partner of the Provider, billing takes place outside the Payment Service Provider, by invoice from the Provider or from the partner with which the customer has concluded its commercial agreement. In that case the payment terms of the relevant invoice apply, and sections 4a and 11 do not apply.

For self-service subscriptions, Lemon Squeezy acts as Merchant of Record. The calculation, collection, and remittance of statutory taxes (e.g., VAT or sales tax) is carried out, where applicable, by the Payment Service Provider.

The payment methods available for self-service subscriptions are determined by the Payment Service Provider's offering.

In case of payment default, the Provider is entitled to block access to the software until full payment is received. Where the customer was introduced by a distribution partner of the Provider and is billed by that partner, the Provider is likewise entitled to block access if the partner notifies the Provider that the customer is in default on the partner's invoice; the block is lifted as soon as the default has been remedied. The Provider announces such a block to the customer in advance in text form.

The Provider may adjust the prices at its reasonable discretion (§ 315 BGB) in order to reflect changes in its costs, in particular changes in the fees of its hosting, infrastructure, transport and payment service providers, in personnel and licence costs, and in statutory levies. The Provider takes cost reductions into account to the same extent as cost increases. An increase is permitted at the earliest twelve months after conclusion of the contract and thereafter at most once per twelve-month period. The Provider notifies the adjustment in text form at least 2 months before it takes effect, stating the reason. In case of increases of more than 5%, the customer has a special right of termination with effect from the date the adjustment takes effect. Price adjustments are not covered by section 10.

4a. Refunds and Chargebacks

Refunds are made exclusively through the Payment Service Provider and in accordance with its applicable terms and conditions.

Billing periods that have already been billed will not be refunded, unless mandatory statutory provisions state otherwise.

Costs and fees arising from chargebacks caused by the customer shall be borne by the customer. The Provider is entitled to temporarily block access to the software during ongoing chargeback proceedings.

5. Contract Duration and Termination

The contract runs for an indefinite period and can be terminated by either party with a notice period of 30 days to the end of the respective billing period.

The right to extraordinary termination remains unaffected, particularly in case of serious breaches of contract or payment default.

Terminations only affect future billing periods. Periods already billed through the Payment Service Provider will not be refunded, unless mandatory statutory regulations state otherwise.

On request by the customer in text form, made during the term of the contract or within 30 days after its end, the Provider provides the data available in its own systems, attributable to the customer, and processed on the customer's behalf in a structured, commonly used and machine-readable format (CSV or JSON), free of charge and within 30 days of the request. Only for migration services going beyond this and requested individually does the Provider charge its applicable hourly rates, agreed in advance in text form. After the contract ends, the Provider retains that data during the 30-day election period under section 11 of the data processing agreement, unless the customer chooses deletion earlier. If the customer chooses return within that period, deletion follows after the requested copy has been provided; if the customer chooses deletion or makes no timely choice, deletion follows as stated in section 11. An export request made while the contract remains in force does not trigger deletion. Statutory retention obligations remain unaffected.

6. Obligations of the Customer

The customer undertakes to use the software exclusively within the framework of the contractual agreements and applicable laws.

The customer is responsible for all content that they process, store, or transmit as part of the use.

The customer is obliged to create regular backup copies of its data, in particular before changes or import processes. Where a loss of data results from the customer's breach of this obligation, any claim of the customer is reduced accordingly pursuant to § 254 BGB. In all other respects the Provider's liability is governed exclusively by section 9.

The customer may not use the software in a way that endangers system stability or performance. In case of unusually high usage volume, the Provider is entitled to take appropriate technical measures (e.g., throttling).

Where the customer uses the optional connected-account features, the customer warrants that it is authorized to connect the relevant email, messaging, and calendar accounts and to process the communications, contacts, and third-party personal data that are accessed or transmitted through them. The customer is responsible for complying with the applicable terms, policies, and usage restrictions of the underlying third-party platforms, and undertakes to use these features only for lawful purposes, in particular in compliance with applicable anti-spam and communications law, and to keep account credentials and access secure. Where the software performs automated actions on connected accounts, the customer is responsible for applying appropriate human verification and safeguards.

7. Data Protection and Data Security

The Provider processes personal data exclusively in accordance with the General Data Protection Regulation (GDPR).

The Provider discloses personal data to the recipients identified in its privacy policy where this is necessary to perform a contract, to comply with a legal obligation, to pursue a legitimate interest after balancing the affected interests, or where another legal basis permits the disclosure.

The Provider uses third-party services and tools to operate the platform. The subprocessors it engages are published at Subprocessors; the further services it uses are described in the privacy policy.

Where the customer uses the optional connected-account features, the content of the connected accounts (in particular messages, contacts, and calendar data, including personal data of the customer's correspondents) is processed by the Provider as processor on the customer's behalf and on the customer's documented instructions under a data processing agreement pursuant to Art. 28 GDPR. The Provider engages Unipile SAS as a subprocessor for the transport of this data. The current subprocessors are listed at Subprocessors, and the data processing agreement is available at Data Processing Agreement.

The data processing agreement pursuant to Art. 28 GDPR, available at Data Processing Agreement, is incorporated into these GTC and forms an integral part of the contract. It is concluded in electronic form within the meaning of Art. 28(9) GDPR when the customer accepts these GTC during onboarding. The Provider informs the customer of any intended addition or replacement of a subprocessor, and the customer may object to such a change on reasonable data-protection grounds, in accordance with the data processing agreement.

In connection with payment processing for self-service subscriptions, personal data is transmitted to the Payment Service Provider Sold through Link, LLC (formerly Lemon Squeezy LLC), USA.

Further information on the processing of personal data, in particular on third-party providers used such as Lemon Squeezy, can be found in the Provider's privacy policy, which is an integral part of the contract.

The customer remains the owner of their data. The Provider does not have a right of retention.

8. Availability and Defects

Availability is owed as set out in section 3. Maintenance work is carried out outside of usual business hours whenever possible.

In case of technical disruptions or defects, the Provider will remedy these within a reasonable period. The right to reduction remains unaffected in case of permanently significant impairments.

9. Liability

For simple negligence the Provider is liable only for the breach of essential contractual obligations (cardinal obligations). Essential contractual obligations are those obligations whose fulfilment is what makes the proper performance of this contract possible in the first place and on whose observance the customer regularly relies and may rely. In such a case liability is limited to the damage typical for this type of contract and foreseeable at the time of conclusion of the contract; this may include lost profit. In all other respects liability for simple negligence is excluded.

The Provider is not liable for data loss if this could have been avoided by proper and regular data backup by the customer.

The Provider is not liable for disruptions, failures, or delays in payment processing caused by the Payment Service Provider and beyond its sphere of influence.

In the same way, the Provider is not liable for disruptions, failures, restrictions, delays, or incomplete data transmission caused by the transport provider Unipile SAS or by the underlying third-party platforms used for the connected-account features, to the extent these lie outside the Provider's sphere of influence.

The limitations and exclusions of liability set out in this section 9 do not apply to liability for injury to life, body, or health; to intent and gross negligence; to claims under the Product Liability Act (Produkthaftungsgesetz); to the assumption of a guarantee; or to any other liability that cannot be limited or excluded by agreement. Liability for the simply negligent breach of essential contractual obligations (cardinal obligations) remains limited to the typical, foreseeable damage under the contract in accordance with the first paragraph of this section. Liability without fault for defects already existing at the time the contract was concluded (§ 536a(1), first alternative, BGB) is excluded.

10. Changes to the GTC

The Provider may change these GTC with effect for the future insofar as this is necessary to adapt them to a change in the law, to decisions of the highest courts or of authorities, to a change in the subprocessors engaged, or to a technical further development of the service, and insofar as the change does not unreasonably disadvantage the customer. The following cannot be changed by this route: the parties' main performance obligations, the remuneration (section 4), the contract duration and termination provisions (section 5), and the liability provisions (section 9). Price changes remain subject to the separate two-month procedure in section 4. Amendments to the data processing agreement are additionally governed by its own provisions.

For the managed service, the Provider sends automated change notices by email to active system administrators until an authorised system administrator has accepted the current contractual documents on behalf of the business customer. Each notice identifies every document changed for that recipient and its version, links to the current live documents, and prominently states the applicable objection and acceptance deadline. The amended contractual documents are intended to take effect for the customer 14 calendar days after the first such notice has been successfully sent to one of its active system administrators; any further notice sent before acceptance uses the same company-wide effective date.

An authorised system administrator may accept the amended GTC and, where applicable, the amended data processing agreement electronically on behalf of the business customer. Silence or inactivity does not constitute acceptance. The customer may object in text form before the stated deadline. If the customer objects, either party may terminate the contract with effect from the stated effective date; the previous version continues to apply until the contract ends or the parties agree otherwise. If no acceptance has been recorded by the stated effective date, the Provider may restrict access to the managed-service user interface until an administrator accepts; that restriction does not itself constitute acceptance.

11. Payment Service Provider

The Provider is not itself a payment service provider. Payments for self-service subscriptions are made through the external Payment Service Provider Sold through Link, LLC (formerly Lemon Squeezy LLC). Enterprise subscriptions and partner-introduced customers are billed as set out in section 4.

The Payment Service Provider's current contractual terms and terms of use apply additionally.

12. Final Provisions

The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods. If the customer is a merchant, a legal entity under public law or a special fund under public law, or if the customer has no general place of jurisdiction in Germany, the place of performance and the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the Provider's registered office; the Provider is additionally entitled to sue the customer at the customer's general place of jurisdiction. In all other respects the statutory provisions apply.

In the event of a conflict, the data processing agreement prevails for all matters concerning the processing of personal data on the customer's behalf. In all other respects, the individual subscription or order prevails over these GTC, and these GTC prevail over the privacy policy.

These GTC are provided in German and in English. The German version is authoritative; the English version is a convenience translation.

Should any provision of these GTC be or become invalid, the validity of the remaining provisions shall remain unaffected.

Benjamin Wagner
An den Kasernen 25
68167 Mannheim
mail@customermates.com

Last Update: 07.08.2026